GROUNDTECH (UK) LIMITED

Skipton Business Finance Limited

I. By way of legal mortgage all the freehold or leasehold property (if any) described in section 3 of schedule 1 together with all present and future buildings, fixtures (including trade and tenants fixtures), plant and machinery which are at any time on such property.. Ii. All freehold or leasehold property belonging to the company (other than any property charged under paragraph (I) above) together with all present and future buildings, fixtures (including trade and tenants fixtures), plant and machinery which are at any time on such property.. Iii. All patents, patent applications, inventions, trade marks, service marks (whether registered or no), trade names, design rights, registered designs, copyrights, know-how, trade secrets, rights ion computer software and any other intellectual or intangible property rights (including the benefit of any licences or consents.'.

HSBC INVOICE FINANCE (UK) LTD (THE SECURITY HOLDER)

FIXED CHARGE ON PURCHASED DEBTS WHICH FAIL TO VEST

Hsbc Invoice Finance (UK) LTD (the Security Holder)

By way of fixed equitable charge all debts purchased or purported to be purchased by the security holder pursuant to an agreement for the purchase of debts between the security holder and the company (including associated rights relating thereto) which fail to vest effectively or absolutely in the security holder for any reason.

HSBC BANK PLC

DEBENTURE

Hsbc Bank PLC

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.